Standard Terms and Conditions of Purchase - EKATO RMT

General / Applicability
1.1. These terms and conditions apply only to transactions with compa-
nies.
1.2. They have exclusive validity for all – including future – orders
placed by EKATO Rühr- und Mischtechnik GmbH (hereinafter re-
ferred to as ‘Purchaser’). Any terms and conditions of Supplier that
are contrary or supplementary to these shall only apply if Purchaser
expressly agrees to them in writing.
1.3. Only orders placed in writing or agreements made in the written
form shall be binding. In particular, our employees are obligated to
confirm in writing any verbal agreements or commitments that go
beyond the content of the written contract or amend these Terms
and Conditions of Purchase to our detriment.

Purchase orders
2.1. Purchase orders must be accepted by Supplier in writing within
seven calendar days by its returning a signed copy of the order to
Purchaser.

Documentation / Supplier declarations /
Certificates of origin
3.1. Supplier shall furnish Purchaser all necessary supplier declara-
tions, certificates of origin, preference certificates and any other
documentation essential to the execution of the purchase order
without further request.
3.2. All the required test and inspection certificates, attestations and
other documents specified in the purchase order are considered an
integral part of the order. This documentation must either accom-
pany the consignment or be sent by email to certificate@ekato.com
with the corresponding EKATO purchase order and item numbers
clearly stated.

Prices / Conditions of payment
4.1. The agreed prices are fixed prices to include packing, DAP named
place of destination (Incoterms® 2020) as specified in the purchase
order.
4.2. The statutory value-added tax must be stated separately if applica-
ble.
4.3. Payment is within 14 days at a 3% discount or within 30 days
strictly net. The period of credit commences with the delivery of the
goods or services duly complete with all documentation as set forth
in number 3, but not before the agreed delivery date.
4.4. Invoices must state the purchase order and item numbers specified
by Purchaser. Supplier shall be responsible for all consequences
arising from failure to comply with this requirement. Invoices are to
be sent as a PDF file to the following email: ekato-
rechnungseingang@ekato.com

Delivery date / Delayed delivery
5.1. The agreed delivery dates or periods are binding. Delivery shall
only be deemed to be punctual if the complete documentation as
set forth in number 3 has also been furnished.
5.2. Should Supplier at any stage estimate that punctual delivery of
some or all of the goods or services will not be possible, Purchaser
must be informed immediately, with the reasons for the delay and
its estimated duration being stated.
5.3. In the event of delayed delivery, Purchaser shall be entitled to claim
a penalty of 0.5% of the agreed purchase price for each week or
part of a week of delay. This penalty, which shall not exceed 5% of
the agreed purchase price, may be claimed until the final payment
is made.
5.4. Supplier has the right to demonstrate that the delay causes no loss
or a smaller loss than that asserted.
5.5. If the delay is due to Purchaser not having furnished essential
documentation in good time, Supplier shall only be entitled to in-
voke this as reason if Purchaser had been previously reminded
thereof in writing.

Packing
6.1. The goods to be supplied must be packed appropriately to com-
mercial standards or to special standards requested and specified
by Purchaser.
6.2. Transportation packing materials must be taken back by Supplier
free of charge.

Passing of risk / Shipping
7.1. Risk shall pass to Purchaser at the place of destination named in
the purchase order (DAP as per Incoterms® 2020). This shall apply
also when, in exceptional cases, Purchaser’s own logistics person-
nel are involved. If an acceptance inspection has been agreed or is
a regulatory requirement, risk shall pass to Purchaser on success-
ful completion of the inspection at Purchaser’s premises. If an in-
spection at Supplier’s premises has been agreed, this shall only be
considered a preliminary inspection solely to release the goods for
transportation.
7.2. Purchaser shall be entitled to specify the mode of transportation
and the freight carrier. Failing this, Supplier is obligated to select
the mode of transportation that is the most favorable for Purchaser
while being appropriate for the goods concerned.
7.3. A delivery note stating Purchaser’s exact order number, the number
of articles and their description must be included with each con-
signment shipped. Supplier shall be responsible for any delays aris-
ing from failure to comply with this requirement.

Force majeure
8.1. Impediments to performance shall relieve Purchaser of all obliga-
tions, such as receipt of goods, for the duration of the impediment
and the extent of its impact. Strikes, lockouts, acts of God, civil un-
rest, acts of war or terrorism, actions by the authorities or other un-
foreseeable, unavoidable and critical events constitute such imped-
iments to performance.

Inspection of goods / Liability for defects
9.1. Supplier shall carry out a thorough inspection of the goods before
shipping. If Supplier is also the manufacturer of the goods, it must
also carry out appropriate inspections at every stage of manufac-
ture. The inspection by Purchaser’s Receiving Department is lim-
ited to checks for obvious defects, transportation and packing dam-
age visible externally, and verification of identity and quantity by
comparing Supplier’s delivery notes with the purchase order docu-
mentation. There is no further obligation to inspect the consign-
ment. Purchaser will notify Supplier immediately of any defects thus
identified. Supplier thereby waives the defense of the delayed noti-
fication of defect.
9.2. If an acceptance inspection has been agreed or is a regulatory
requirement, the final acceptance inspection at Purchaser’s prem-
ises means that no prior inspection in Purchaser’s Receiving De-
partment will take place.
9.3. Supplier warrants that the goods, on handing over to Purchaser or
Purchaser’s customer, are free of all defects of quality or title, and
comply with the generally recognized state of the art, the applicable
laws, safety and accident prevention regulations, and the generally
accepted technical and quality assurance standards (e.g. DIN,
VDE, VDI, TÜV, explosion protection regulations of the German
Social Accident Insurance Institutions). If these standards are inter-
preted differently, the German version shall prevail.
9.4. Purchaser shall be entitled, at its discretion, to require either repair
or replacement delivery of any defective goods. Supplier may only
refuse to provide the remedy selected by Purchaser if this is possi-
ble only at disproportionate expense. All expenditure incurred in the
execution of the remedy, in particular the costs of transportation,
travel, labor and material, together with the cost of inspection work
exceeding its normal extent, shall be borne by Supplier.
9.5. If a reasonable period of grace has elapsed without satisfactory
remedy—or reasons of particular urgency preclude setting such a
period—Purchaser shall be entitled, after duly advising Supplier
thereof, either to remedy the defects itself, have a third party reme-
dy them or procure replacements elsewhere. The costs thus in-
curred shall be borne by Supplier, unless it is not responsible for
the defects.
9.6. If part consignments are defective, and no satisfactory remedy has
been effected, Purchaser shall be entitled to withdraw from the en-
tire purchase contract if the outstanding consignments are no long-
er of interest.
9.7. Supplier shall bear all expenditure for the purposes of rectifying
defects or furnishing replacements at the respective locations
where the goods are to be used. Purchaser shall inform Supplier of
the locations concerned on request.
9.8. The period of limitation for claims arising from defects is 36 months.
For civil works and building materials, the statutory periods of limi-
tation shall apply. The period of limitation commences with the
passing of risk.
9.9. The period of limitation of warranties for properties and durability,
pursuant to Sections 195 and 199 of the German Civil Code, is 36
months from the end of the year in which the claim is filed.
9.10. If Supplier rectifies or replaces goods delivered with defects, the
period of limitation in respect of those defects shall recommence,
Standard Terms and Conditions of Purchase
Version March 2022 – Page 2 of 3
unless the remedy involves an insignificant expenditure or results
from the explicit goodwill of Supplier.
9.11. In all other matters, the statutory provisions shall apply.

Liability / Insurance
10.1. In the event that a product liability claim is filed against Purchaser,
Supplier undertakes to indemnify Purchaser from such a claim at
the first written request, provided that the violation was caused in
full or in part by a defect in the product from Supplier. In cases of
fault-based liability, however, this shall not apply if Supplier is not at
fault.
10.2. If the cause of the damage lies within Supplier’s area of responsibil-
ity, the evidence that the fault caused the damages shall be suffi-
cient; in general the burden of proof shall lie with Supplier.
10.3. In all cases, Supplier shall bear the costs and expenses propor-
tionate to its share of responsibility or fault, including the costs of
any legal action or product recall campaigns; this shall also apply to
discernable or impending epidemic failures.
10.4. Supplier shall bear the cost of damages arising from noncompli-
ance with this condition of purchase, unless it is not responsible for
such noncompliance. Moreover, Supplier shall be liable for all cul-
pable conduct by its employees or contractors.
10.5. Supplier agrees to maintain at its own expense commercial general
liability insurance with an appropriate level of cover of at least 5 mil-
lion euros. Upon request, Supplier shall provide Purchaser with cer-
tificates of such insurance.

Tooling / Provision of materials
11.1. Tools or other manufacturing equipment (hereinafter jointly referred
to as ‘Tooling’) manufactured by order of and paid for by Purchaser
shall become property of Purchaser upon full payment, so that in-
stead of a transfer of ownership, Supplier loans the Tooling from
Purchaser. Supplier shall store the Tooling belonging to Purchaser
separately from other items not belonging to Purchaser. Purchas-
er’s ownership must be marked on the Tooling items themselves
and duly recorded in the accounting documents. Purchaser shall be
entitled to have the Tooling returned at any time upon request.
Supplier must not use the Tooling for its own purposes or make it
accessible to third parties.
11.2. Supplier shall instigate at its own expense all necessary mainte-
nance and inspection measures in good time, and shall inform Pur-
chaser immediately of any malfunction.
11.3. Purchaser shall retain ownership of all materials provided ‘free
issue’ to Supplier. Supplier shall store said materials separately
from other items not belonging to Purchaser. They must be clearly
identifiable and labelled as property of Purchaser. The materials
may only be used as specified and must be returned to Purchaser if
no longer needed for executing the order.
11.4. Supplier shall inform Purchaser in writing of all defects in the free
issue materials immediately on taking delivery of them. Accidental
deterioration or loss of the materials shall be at the risk of Supplier
for as long as they are in Supplier’s custody.
11.5. After the free issue materials have been processed, Purchaser
shall acquire co-ownership of the manufactured item in proportion
to the value of the materials.
11.6. Purchaser is obligated to insure the tooling and free issue materials
at its own expense against losses due to fire, water and theft, with
adequate cover for their replacement costs.

Intellectual property and proprietary rights
12.1. Purchaser shall retain all property rights and copyright on all tech-
nical drawings and other documentation made available to Suppli-
er.
12.2. Supplier may not itself utilize those products manufactured using
Purchaser’s designs (in the form of drawings, models or similar),
confidential data or tooling, nor may such products be offered or
supplied to third parties.
12.3. Documentation and articles of all descriptions, such as samples,
drawings, tooling, models or similar, that Purchaser has made
available to Supplier, must be returned without further request and
free of charge to Purchaser as soon as they are no longer needed
to execute the purchase order. Supplier may not itself utilize Pur-
chaser’s documentation, nor may this be made accessible to third
parties.

Confidentiality
13.1. Unless a more stringent confidentiality agreement has been spe-
cially concluded, Supplier shall be obligated, as a minimum re-
quirement, not to disclose to third parties any particulars of pur-
chase orders, such as quantities, technical details, conditions, etc.,
or any further information of a confidential nature, in particular the
documentation specified in number 12, that it has knowingly or in-
advertently received from Purchaser, and only to use such infor-
mation for the execution of the order.
13.2. Supplier shall refer to its business relationship with Purchaser in its
advertising only if the latter has expressly agreed to such in writing.

Property rights / Data protection
14.1. Supplier shall ensure that no rights of a third party are violated
through the manufacture, sale and intended use of the goods and
services it provides. This shall apply equally at the place of use of
the final product, which Purchaser will advise on request if not al-
ready specified in the purchase order.
14.2. If Purchaser is held liable by a third party because of a violation of
its intellectual property, Supplier shall be obligated to indemnify
Purchaser from these claims on first demand by the latter.
14.3. Purchaser shall be entitled, with due regard for the EU General
Data Protection Regulation (GDPR) and other relevant data protec-
tion regulations, to save and process for its own purposes all data
received from Supplier in connection with the execution of the pur-
chase contract. Purchaser primarily saves company-specific data
such as addresses, business telephone numbers, names of contact
persons, tax numbers, business bank account data, article-specific
data and the data concerning business procedures (quotations,
acknowledgements of orders, delivery notes, invoices, etc.). The
data are used for the purpose of conducting the business transac-
tions and are saved. Article 6(1)(b) of the GDPR constitutes the le-
gal basis for this. The data are only used for other purposes or
made available to third parties if the explicit consent of the data
subject has been obtained, or if this is necessitated for the execu-
tion of the contract or justified by the legitimate interests of Pur-
chaser. The data are erased when their continued retention is no
longer necessary for the above purposes and their erasure does
not contravene the legally mandated retention period.
The e-mail addresses of Suppliers are used in order to send bro-
chures, quotations, updated price lists and invoices as PDF files.
Article 6(1)(f) of the GDPR constitutes the legal basis for this. Ac-
cording to the statutory provisions, Suppliers are entitled to assert
the following rights: information, rectification, data portability, eras-
ure, restriction of processing, lodging of complaints with the re-
sponsible data protection supervisory authority, the Data Protection
Officer for the State of Baden-Württemberg. The data held by Pur-
chaser are protected against unauthorized access. Suppliers with
concerns about data protection can e-mail Purchaser’s data protec-
tion officer at this address: datenschutz@ekato.com.

Place of performance / Place of jurisdiction /
Applicable law
15.1. The place of performance for all payments is Schopfheim, Germa-
ny; the place of performance for all deliveries and services is the
destination specified in the purchase order.
15.2. The place of jurisdiction is the court responsible for Purchaser’s
registered office, but Purchaser shall also be entitled to have re-
course to the court responsible for Supplier’s registered office.
15.3. German law shall apply.

Minimum wage
16.1. Supplier shall ensure that all persons whom it deploys in the per-
formance of its obligations receive the statutory minimum wage,
and it shall provide Purchaser with evidence of this on request by
giving access to or submitting the corresponding documentation on
wages and salaries, rendered anonymous where necessary, or
other proof indicating proper payment of wages. Insofar as Supplier
uses a subcontractor in the performance of its contractual obliga-
tions, the latter shall be placed under a similar obligation.
16.2. In the event that an employee of Supplier brings a claim against
Purchaser for failure to pay sufficient wages, Supplier shall indem-
nify Purchaser on first demand.

Conflict minerals
17.1. Supplier shall ensure that it furnishes Purchaser with no products
that contain so-called ‘conflict minerals’ from the Democratic Re-
public of Congo and its adjoining countries Angola, Burundi, Cen-
tral African Republic, the Republic of the Congo, Rwanda, South
Sudan, Tanzania, Uganda and Zambia, the so-called ‘Covered
Countries’ or ‘DRC countries’.
17.2. Supplier shall check whether it incorporates conflict minerals as set
forth in the Dodd-Frank Act in its products. If this be the case, Sup-
Standard Terms and Conditions of Purchase
plier shall duly inform Purchaser without further request and pro-
vide additional information when called upon to do so.

Version March 2022